[Page INTRODUCTION 1 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 31 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 54 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 76] [Deed of Undertaking Deed THIS DEED OF UNDERTAKING (the “ Zhengdong Zhu, with PRC ID card number Baohong Yin, with PRC ID card number To China Distance Education Holdings Limited Company THIS DEED WITNESSES THAT 1. By signing this Deed, Zhengdong Zhu and Baohong Yin hereby irrevocably covenant with and undertake to the Company that: a. As long as the] [Certification by the Chief Executive Officer I, Zhengdong Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Ping Wei, certify that: 1. I have reviewed this annual report on Form 20-F of China Distance Education Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Executive Officer Zhengdong Zhu Chief Executive Officer EX-13.1 5 d635685dex131.htm EX-13.1] [Certification by the Chief Financial Officer Ping Wei Chief Financial Officer EX-13.2 6 d635685dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statement No. 333-157129 on Form S-8 of our reports dated December 27, 2013 relating to the consolidated financial statements of China Distance Education Holdings Limited, its subsidiaries, its variable interest entity and the subsidiaries of its variable interest entity (collectively, the “Group”) and the] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Sincerely yours, Jingtian & Gongcheng EX-15.2 8 d635685dex152.htm EX-15.2] [December 27, 2013 Company China Distance Education Holdings Limited (the “ 18th Floor, Xueyuan International Tower 1 Zhichun Road, Haidian District Beijing 100083, People’s Republic of China Ladies and Gentlemen: Yours sincerely, Conyers Dill & Pearman (Cayman) Limited EX-15.3 9 d635685dex153.htm EX-15.3]